<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1998
Registration No. 333-49531
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5112 52-1906050
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
------------------------
1025 THOMAS JEFFERSON STREET, N.W., SUITE 600 EAST
WASHINGTON, D.C. 20007
(202) 339-6700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
THOMAS MORGAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
U.S. OFFICE PRODUCTS COMPANY
1025 THOMAS JEFFERSON STREET, N.W., SUITE 600 EAST
WASHINGTON, D.C. 20007
(202) 339-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
WITH A COPY TO:
<TABLE>
<S> <C>
GEORGE P. STAMAS, ESQ. MARK D. DIRECTOR, ESQ.
WILMER, CUTLER AND PICKERING EXECUTIVE VICE PRESIDENT--ADMINISTRATION,
2445 M STREET, N.W. GENERAL COUNSEL AND SECRETARY
WASHINGTON, D.C. 20037 U.S. OFFICE PRODUCTS COMPANY
(202) 663-6000 1025 THOMAS JEFFERSON STREET, N.W.
SUITE 600 EAST
WASHINGTON, D.C. 20007
(202) 339-6700
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
U.S. Office Products' Amended and Restated By-laws provide that U.S. Office
Products shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. Article Eight of U.S. Office Products' Amended and
Restated Certificate of Incorporation provides that U.S. Office Products
directors will not be personally liable to U.S. Office Products or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to U.S.
Office Products or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions or (d) for transactions from which directors derive improper
personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) See Exhibit Index for list of exhibits.
(b) Not applicable.
(c) Not applicable.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-1
<PAGE>
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) To deliver or cause to be delivered with the Offering
Circular/Prospectus, to each person to whom the Offering Circular/Prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the Offering Circular/Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Offering
Circular/Prospectus, to deliver, or caused to be delivered to each person to
whom the Offering Circular/Prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the Offering
Circular/Prospectus to provide such interim financial information.
(3) To respond to requests for information that is incorporated by reference
into the Offering Circular/Prospectus pursuant to Items 4, 10(b), 11, or 13 of
this Form, within one (1) business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.
(4) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired therein, that was not
the subject of and included in the registration statement when it became
effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia, on April 14, 1998.
<TABLE>
<S> <C> <C>
U.S. OFFICE PRODUCTS COMPANY
By: /s/ THOMAS I. MORGAN
-----------------------------------------
Name: Thomas I. Morgan
Title: Chief Executive Officer
</TABLE>
Each person whose signature appears below hereby appoints Thomas I. Morgan
and Mark D. Director, and both of them, either of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any registration
statements for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to perform each and every
act and thing appropriate or necessary to be done, as full and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ THOMAS I. MORGAN
--------------------------------------
Thomas I. Morgan
Title: Chief Executive Officer
(Principal Executive Officer)
and Director
Date: April 14, 1998
*
--------------------------------------
Donald H. Platt
Title: Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: April 14, 1998
*
--------------------------------------
Jonathan J. Ledecky
Title: Chairman of the Board of
Directors
Date: April 14, 1998
II-3
<PAGE>
*
--------------------------------------
Michael Dooling
Title: Director
Date: April 14, 1998
*
--------------------------------------
Allon H. Lefever
Title: Director
Date: April 14, 1998
*
--------------------------------------
John A. Quelch
Title: Director
Date: April 14, 1998
<TABLE>
<S> <C> <C>
*By: /s/ MARK D. DIRECTOR
-----------------------------------------
Mark D. Director
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- --------------- ----------------------------------------------------------------------------------------------------
<C> <S>
5.1* Opinion of Wilmer, Cutler & Pickering regarding legality
8.1* Opinion of Wilmer, Cutler & Pickering regarding tax matters
12.1+ Statement regarding computation of ratio of earnings to fixed charges
23.1+ Consent of Charles P. Pieper to be named as a director
23.2+ Consent of Price Waterhouse LLP
23.3+ Consent of Ernst & Young LLP
23.4+ Consent of Hertz, Herson & Company, LLP
23.5* Consents of KPMG Peat Marwick LLP
23.6+ Consent of BDO Seidman, LLP
23.7* Consent of Rubin, Koehmstedt & Nadler, PLC
23.8* Consent of Deloitte & Touche LLP
23.9 Consent of Wilmer, Cutler & Pickering (contained in Exhibits 5.1 and 8.1)
24.1+ Power of Attorney (included on signature page)
99.1 Form of Letter of Transmittal
99.2+ Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.3 Form of Letter to Clients
</TABLE>
- ------------------------
+ Previously filed.
* To be supplied by amendment.
II-5
<PAGE>
EXHIBIT 99.1
CUSIP 912 325 AA5
LETTER OF TRANSMITTAL
WITH RESPECT TO THE
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2001
OF
U.S. OFFICE PRODUCTS COMPANY
PURSUANT TO THE OFFERING CIRCULAR/PROSPECTUS DATED APRIL , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MAY , 1998, UNLESS EXTENDED
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
STATE STREET BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Corporate Trust Department Corporate Trust Department Corporate Trust Department
2 International Place, 4th 2 International Place, 4th 2 International Place, 4th
Floor Floor Floor
Boston, MA 02110 Boston, MA 02110 Boston, MA 02110
Attention: Kellie Mullen Attention: Kellie Mullen Attention: Kellie Mullen
</TABLE>
BY FACSIMILE:
(617) 664-5290
Attention: Kellie Mullen
FACSIMILE CONFIRMATION ONLY:
(617) 664-5587
Attention: Kellie Mullen
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal should be used only to tender the Notes for
exchange pursuant to the Exchange Offer as described in the Offering
Circular/Prospectus of U.S. Office Products Company, dated April , 1998 (as the
same may be amended or supplemented from time to time, the "Offering Circular/
Prospectus"). This Letter of Transmittal may also be used to tender in the
Equity Self-Tender (as defined in the Offering Circular/Prospectus) shares
received upon exchange of Notes.
This Letter of Transmittal is to be used (i) if Notes are to be physically
delivered to the Exchange Agent, or (ii) if delivery of Notes is to be made by
book-entry transfer to the account maintained by the Exchange Agent at the
Depository Trust Company ("DTC") pursuant to the procedures set forth in the
Offering Circular/Prospectus under the caption "The Terms of the Exchange
Offer--Procedures for Tender of Notes for Exchange--Book-Entry Delivery
Procedures."
Holders that are tendering Notes by book-entry transfer to the Exchange
Agent's account at DTC can execute the tender for exchange through the DTC
Program (the "DTC Program"), for which
<PAGE>
the transaction will be eligible. DTC participants that are accepting the
Exchange Offer should transmit their acceptance to DTC, which will edit and
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an Agent's Message to the Exchange Agent for
its acceptance. Delivery of the Agent's Message by DTC will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the Agent's Message. DTC participants may also
accept the Exchange Offer by submitting a notice of guaranteed delivery through
ATOP.
DELIVERY OF DOCUMENTS TO DTC, THE COMPANY OR THE DEALER MANAGER DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL NOTES BEING TENDERED
PURSUANT TO THE EXCHANGE OFFER BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTING OF THE EXCHANGE OFFER WOULD NOT BE
IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
Holders who wish to tender their Notes pursuant to the Exchange Offer must
complete the box below entitled "Method of Delivery" and complete columns (1)
through (3) in the box herein entitled "Description of Notes Being Tendered for
Exchange" and sign in the appropriate box below.
Only registered Holders of Notes may validly tender their Notes pursuant to
the Exchange Offer.
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Offering Circular/Prospectus.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
METHOD OF DELIVERY
/ / CHECK HERE IF NOTES TENDERED FOR EXCHANGE ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF NOTES TENDERED FOR EXCHANGE ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH A BOOK-ENTRY TRANSFER FACILITY SPECIFIED ABOVE AND COMPLETE THE FOLLOWING:
/ / NAME OF INSTITUTION TENDERING FOR EXCHANGE:
NAME OF BOOK-ENTRY TRANSFER FACILITY:
/ / THE DEPOSITORY TRUST COMPANY
ACCOUNT NUMBER: VOI NUMBER:
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES BEING TENDERED FOR EXCHANGE
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NAME(S) AND ADDRESS(ES) OF HOLDER(S)
(PLEASE FILL IN, IF BLANK, NOTES BEING TENDERED FOR EXCHANGE
EXACTLY AS NAME(S) APPEAR(S) ON NOTES) (ATTACH ADDITIONAL SCHEDULE, IF NECESSARY)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(1) (2) (3)
- ------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT OF NOTES
SECURITY NUMBER(S)* TENDERED FOR EXCHANGE**
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------
* Need not be completed by Holders tendering for exchange by book-entry
transfer.
** Unless otherwise specified, the entire aggregate principal amount
represented by the Notes described above will be deemed to be tendered for
exchange.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges receipt of the
Offering Circular/Prospectus dated April , 1998 (as the same may be amended or
supplemented from time to time, the "Offering Circular/Prospectus") and the
Tender Offer Statement dated , 1998 (the "Tender Offer Statement") of
U.S. Office Products Company (the "Company") and this Letter of Transmittal and
instructions hereto (the "Letter of Transmittal," which with the Offering
Circular/Prospectus constitutes the "Exchange Offer" ) relating to the Company's
offer to exchange shares of its common stock, par value $.001 per share (the
"Common Stock") for its outstanding 5 1/2% Convertible Subordinated Notes due
February 1, 2001 (the "Notes") at a temporarily reduced conversion price (the
"Exchange Offer") upon the terms and subject to the conditions set forth in the
Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer as set
forth in the Offering Circular/Prospectus, the undersigned hereby tenders to the
Company the Notes for exchange.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as the agent of the Company)
with respect to such Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
deliver such Notes for exchange pursuant to the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender for exchange the Notes tendered hereby. The
undersigned, upon request, will execute and deliver all additional documents
deemed by the Exchange Agent or the Company to be necessary or desirable to
complete the tender of the Notes for exchange pursuant to the terms and
conditions of the Exchange Offer.
The undersigned understands that tendering of Notes pursuant to any of the
procedures described in the Offering Circular/Prospectus under the caption "The
Terms of the Exchange Offer--Procedures for Tender of Notes for Exchange" and in
the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Exchange Offer. The Company's acceptance of such
Notes for exchange will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
The undersigned understands that the delivery and tender of any Notes is not
effective, and the risk of loss of the Notes does not pass to the Exchange
Agent, until receipt by the Exchange Agent of this Letter of Transmittal (or a
manually signed facsimile hereof), properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to the Company. All questions as to the form of
all documents and the validity (including the time of receipt) and exchange of
Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein in the box entitled "Special Exchange
Instructions," please issue the shares of Common Stock issuable upon exchange of
the tendered Notes and return any certificates for Notes not tendered for
exchange and any payment for cash in lieu of fractional shares, payment of
accrued interest and payment for any shares accepted in the Equity Self-Tender
in the name of the registered holder(s) appearing above under "Description of
Notes being Tendered for Conversion." Similarly, unless otherwise indicated
herein in the box entitled "Special Delivery Instructions," please mail the
shares of Common Stock, together with any certificates for Notes not tendered
for exchange and any payment for cash in lieu of fractional shares, payment of
accrued interest and payment for any shares accepted in the Equity Self-Tender
(and any accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Notes Being
Tendered." If both the "Special Exchange Instructions" box and the "Special
Delivery Instructions" box are completed, please issue the Notes and return any
certificates for Notes not tendered for exchange and any payment for cash in
lieu of fractional shares, payment of accrued interest and payment for any
shares accepted in the Equity Self-Tender in the name(s) of, and mail any such
certificates to, the person(s) at the address(es) so indicated.
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 2, 4, 5 AND 6)
To be completed ONLY if certificates for Notes in a principal amount not
tendered for exchange and/ or certificates for Common Stock issuable upon
exchange and/or payment of cash in lieu of fractional shares, payment of
accrued interest and payment for any shares accepted in the Equity
Self-Tender are to be issued in the name of someone other than the
undersigned, or if Notes are to be returned by credit to an account
maintained by DTC.
Issue certificates for Common Stock and/or Notes to:
Name: ______________________________________________________________________
(Please print)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Zip Code
____________________________________________________________________________
(Taxpayer Identification Number)
REQUIRES SIGNATURE GUARANTEE
Credit Notes or Common Stock with respect to Notes surrendered by book-entry
transfer to:
/ / The Depository Trust Company
account set forth below:
____________________________________________________________________________
(account number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 2, 4, 5 AND 6)
To be completed ONLY if certificates for Notes in a principal amount not
tendered for exchange and/or the certificates for Common Stock issuable upon
exchange and/or payment of cash in lieu of fractional shares, payment of
accrued interest and payment for any shares accepted in the Equity
Self-Tender are to be sent to someone other than the undersigned at an
address other than that shown above.
Deliver certificates for Common Stock and/or Notes to:
Name: ______________________________________________________________________
(Please print)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Zip Code
____________________________________________________________________________
(Taxpayer Identification Number)
REQUIRES SIGNATURE GUARANTEE
- --------------------------------------------------------------------------------
<PAGE>
TENDER OF SHARES IN EQUITY SELF-TENDER
To be completed only if shares issuable upon exchange of Notes are to be
tendered in the Equity Self-Tender.
If you wish to tender all or some of the shares of Common Stock that are
issuable upon exchange of Notes in the Equity Self-Tender, please check the
appropriate box and, if appropriate, indicate the number of shares you wish to
tender in the Equity Self-Tender.
/ / Tender all shares issuable upon exchange of Notes in the Equity
Self-Tender
/ / Tender the following number of shares issuable upon exchange of Notes
in the Equity Self-Tender. (If amount indicated exceeds the number of
shares issuable, all shares issuable will be tendered.)
Number of shares: ____________________________________
CONDITIONAL TENDER
(SEE INSTRUCTION 9)
/ / CHECK HERE IF TENDER OF SHARES IN THE EQUITY SELF-TENDER IS CONDITIONED ON
THE COMPANY PURCHASING ALL OR A MINIMUM NUMBER OF THE TENDERED SHARES, AND
COMPLETE THE FOLLOWING:
Minimum Number of shares to be sold:
----------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF NOTES
TENDERING FOR EXCHANGE REGARDLESS OF WHETHER
NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Dated: __________________, 1998
Must be signed by the registered Holder(s) of Notes exactly as their
name(s) appear(s) on certificate(s) for the Notes or by person(s) authorized
to become registered holder(s) by endorsement and documents transmitted with
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent
or other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 4 herein.
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: _______________________________________________
----------------------------------------------------------------------------
----------------------------------------------------------------------------
SIGNATURE GUARANTEE (SEE INSTRUCTIONS 1 AND 4 BELOW)
____________________________________________________________________________
(NAME OF MEDALLION SIGNATURE GUARANTOR GUARANTEEING SIGNATURE(S))
__________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NO. (INCLUDING AREA CODE) OF
FIRM)
__________________________________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(PRINTED NAME)
__________________________________________________________________________
(TITLE)
Dated: __________________, 1998
----------------------------------------------
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a Medallion Signature Guarantor (as defined in the
Offering Circular/Prospectus) unless (i) this Letter of Transmittal is signed by
the registered Holder(s) (which term, for purposes of this Letter of
Transmittal, shall include DTC) of the Notes tendered herewith and neither the
"Special Exchange Instructions" box nor the "Special Delivery Instructions" box
of this Letter of Transmittal has been completed or (ii) such Notes are tendered
for the account of an Eligible Institution (as defined in the Offering Circular/
Prospectus). See Instruction 4 herein.
2. DELIVERY OF LETTER OF TRANSMITTAL AND NOTES. This Letter of Transmittal
is to be completed by Holders if (i) certificates representing Notes are to be
physically delivered to the Exchange Agent herewith by such Holders; or (ii)
tender of Notes for exchange is to be made by book-entry transfer to the
Exchange Agent's account at DTC pursuant to the procedures set forth under the
caption "The Terms of the Exchange Offer--Procedures for Tender of Notes--Tender
of Notes Held Through DTC" in the Offering Circular/Prospectus. All physically
delivered Notes, or a confirmation of a book-entry transfer into the Exchange
Agent's account at DTC of all Notes delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date, as
applicable. Delivery of documents to DTC does not constitute delivery to the
Exchange Agent.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE NOTES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THROUGH DTC AND ANY
ACCEPTANCE OR AGENTS MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK
OF THE TENDERING HOLDER. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed for such documents to reach the Exchange Agent. Except as
otherwise provided in this Instruction 2, delivery will be deemed made only when
actually received by the Exchange Agent.
No alternative, conditional or contingent tenders of Notes for exchange will
be accepted. All tendering Holders, by execution of this Letter of Transmittal
(or a facsimile thereof), waive any right to receive any notice of the
acceptance of their Notes for exchange.
If Holders wish to exchange less than the entire principal amount evidenced
by any Note submitted, such Holders must fill in the principal amount that is to
be exchanged in the column entitled "Principal Amount of Notes Tendered for
Exchange," but only in integral multiples of $1,000. In the case of a partial
exchange of Notes, as soon as practicable after the exchange, new certificates
for the remainder of the Notes that were evidenced by such Holder's old
certificates will be sent to such Holder, unless otherwise provided in the
appropriate box on this Letter of Transmittal. The entire amount that is
represented by Notes delivered to the Exchange Agent will be deemed to have been
surrendered for exchange, unless otherwise indicated. (This paragraph does not
apply to tendered by book-entry transfer.)
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Notes will be resolved by the Company, whose
determination will be final and binding. The Company reserves the absolute right
to reject any or all tenders of Notes for exchange that are not in proper form
or the acceptance of which would, in the opinion of the Company or counsel for
the Company, be unlawful. The Company also reserves the right to waive any
irregularities of a tender for exchange as to particular Notes. The Company's
interpretation of the terms of the Exchange Offer (including the instructions in
this Letter of Transmittal) will be final and binding. Unless waived, any
irregularities in connection with tenders of Notes must be cured within such
time as the Company shall determine. Tenders of Notes for exchange will not be
deemed to have been made until such irregularities have been cured or waived.
Any Notes received by the Exchange Agent that are not properly tendered or
delivered and to which the irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holder unless otherwise provided
in this Letter of Transmittal as soon as practicable following the Expiration
Date.
<PAGE>
None of the Company, the Exchange Agent, the Information Agent, the Dealer
Manager, the Trustee or any other person shall be obligated to give notification
of defects or irregularities in any tender or delivery or shall incur any
liability for failure to give any such notification.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Notes Being Tendered for Exchange" is inadequate, the certificate numbers of the
Notes and the principal amount of Notes surrendered should be listed on a
separate schedule and attached hereto.
4. SIGNATURES ON LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered Holder(s) of the Notes
tendered hereby, the signature(s) must correspond to the name(s) as written on
the face of the Notes without alteration, enlargement or any other change
whatsoever. If this Letter of Transmittal is signed by a participant in DTC
whose name is shown as the owner of the Notes tendered hereby, the signature
must correspond with the name shown on the security position listing as the
owner of the Notes.
If any Notes tendered hereby are owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any Notes tendered hereby are registered in the names of different
Holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal, and any necessary accompanying documents, as there are
different registrations of such Notes.
If this Letter of Transmittal is signed by the registered Holder of Notes
tendered for exchange hereby, no endorsements of such Notes or separate bond
powers are required, unless Common Stock or Notes not tendered for exchange are
to be issued in the name of a person other than the registered Holder(s), in
which case the Notes tendered for exchange hereby must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name(s) of the registered Holder(s) appear(s) on such Notes. Signatures on such
Notes and bond powers must be guaranteed by a Medallion Signature Guarantor. See
Instruction 1 herein.
If this Letter of Transmittal or any Notes or bond powers are signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of such person's authority so to act must be submitted with this
Letter of Transmittal.
5. TRANSFER TAXES. Except as set forth in this Instruction 5, the Company
will pay all transfer taxes, if any, applicable to the exchange of Notes
pursuant to the Exchange Offer. If, however, Notes for principal amounts not
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered Holder of the Notes, or if
tendered Notes are registered in the name of any person other than the person
signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Notes pursuant to the Exchange Offer, then the
amount of any such transfer tax (whether imposed on the registered Holder or any
other person) will be payable by the tendering Holder. The Company shall not be
required to issue or deliver any certificates for Common Stock unless and until
the person or persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.
6. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS. If Common Stock issued upon
exchange of any Notes is to be issued, or if Notes not tendered or not accepted
for exchange are to be issued, or if payment of cash in lieu of fractional
shares or of accrued interest is to be made in the name of a person other than
the person(s) signing this Letter of Transmittal, or if certificates for such
Common Stock or any such Note or payment of cash in lieu of fractional shares or
of accrued interest are to be sent to someone other than the person(s) signing
this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Notes Being Tendered for Exchange," the appropriate boxes in
this Letter of Transmittal must be completed. If no such instruction is given,
the certificates for the Common Stock and/or Notes not tendered, will be sent to
the person signing this Letter of Transmittal. Common Stock with respect to
Notes tendered by book-entry transfer and Notes not
<PAGE>
tendered for exchange will be delivered by crediting the account at DTC
designated above as the account from which such Notes were delivered.
7. CONFLICTS. In the event of any conflict between the terms of the Offering
Circular/Prospectus and the terms of this Letter of Transmittal, the terms of
the Offering Circular/Prospectus will control.
8. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. If a Holder desires to tender
Notes for exchange pursuant to the Exchange Offer, but any such Note has been
mutilated, lost, stolen or destroyed, such Holder should write to or telephone
the Trustee, at the address listed below, concerning the procedures for
obtaining replacement certificates for such Note, arranging for indemnification
or any other matter that requires handling by the Trustee:
State Street Bank and Trust Company
Two International Place
Fourth Floor
Boston, MA 02110
Attn: Corporate Trust Department--Kellie Mullen
(800) 531-0368
9. CONDITIONAL TENDERS. As described in the Offer to Purchase for the Equity
Self-Tender, share-holders may condition their tenders in the Equity Self-Tender
on all or a minimum number of their tendered shares being purchased
("Conditional Tenders"). If the Company is to purchase less than all shares
tendered before the Expiration Date of the Equity Self-Tender and not withdrawn,
any shares tendered pursuant to a Conditional Tender for which the condition was
not satisfied shall be deemed withdrawn, subject to reinstatement if such
Conditionally Tendered Shares are all the shares held by the person tendering
and the Conditionally Tendered Shares are subsequently selected by lot for
purchase. All tendered shares shall be deemed unconditionally tendered unless
the Conditional Tender section is completed. The Conditional Tender alternative
is made available so that shareholders may assure that any gain that they
realize will be capital gain rather than ordinary income for federal income tax
purposes. It is the tendering shareholder's responsibility to calculate the
minimum number of shares, and each shareholder is urged to consult his or her
own tax advisor.
10. TAXPAYER IDENTIFICATION NUMBER. Each Holder tendering Notes for exchange
is required to provide the Depository with the Holder's correct taxpayer
identification number ("TIN"), generally, the Holder's Social Security or
Federal Employer Identification number, on Substitute Form W-9, which is
provided under "Important Tax Information" below, and to certify whether such
person is subject to backup withholding of federal income tax.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Offering Circular/Prospectus and the related Letter of Transmittal, may be
directed to the Information Agent, MacKenzie Partners, Inc., 156 Fifth Avenue,
New York, New York 10010, (800) 322-2885, or collect (212) 929-5500. A Holder
may also contact the Dealer Manager at its telephone number set forth on the
back cover page of this Letter of Transmittal or such Holder's broker, dealer,
commercial bank or trust company or nominee for assistance concerning the
Exchange Offer.
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax law, an owner of Notes who receives cash in lieu of
fractional shares in connection with the Exchange Offer is required to provide
the Exchange Agent (as payor) with such owner's current TIN on Substitute Form
W-9 below. If such owner is an individual, the TIN is his or her social security
number. If the Exchange Agent is not provided with the correct TIN, the owner or
other payee may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, any consideration paid to such owner or other payee in
lieu of fractional shares may be subject to 31% backup withholding tax.
Certain owners of Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that owner must submit to the Exchange Agent a properly
completed Internal Revenue Service Form W-8 (a "Form W-8"), signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-8
can be obtained from the Information Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any consideration paid to the owner or other payee in lieu of fractional
shares. Backup withholding is not an additional tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service provided the required
information is furnished.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any consideration paid to an owner or other
payee in lieu of fractional shares, the owner is required to notify the Exchange
Agent of the owner's current TIN (or the TIN of any other payee) by completing
the form below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such owner is awaiting a TIN), and that (i) the owner has not
been notified by the Internal Revenue Service that the owner is subject to
backup withholding as a result of failure to report all interest or dividends or
(ii) the Internal Revenue Service has notified the owner that the owner is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the owner of the Notes. If
the Notes are registered in more than one name or are not registered in the name
of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
THE FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATION
DOES NOT CONSIDER THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY HOLDER'S
SITUATION OR STATUS. THE SUMMARY IS BASED ON THE PROVISIONS OF THE CODE,
REGULATIONS, PROPOSED REGULATIONS, RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT,
ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY ON A RETROACTIVE BASIS. HOLDERS OF
NOTES (INCLUDING HOLDERS OF NOTES WHO DO NOT TENDER THEIR NOTES) ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER LAWS, OF
THE EXCHANGE OF THE NOTES INTO COMMON STOCK PURSUANT TO THE EXCHANGE OFFER. FOR
ADDITIONAL INFORMATION, SEE "U.S. FEDERAL INCOME TAX CONSIDERATIONS" IN THE
STATEMENT.
<PAGE>
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------
PAYER'S NAME: [ ]
- ----------------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR Social Security Number or
FORM W-9 TIN IN THE BOX AT RIGHT AND Employer Identification
DEPARTMENT OF THE TREASURY CERTIFY BY SIGNING AND DATING Number
INTERNAL REVENUE SERVICE BELOW
-------------------------------------------------------------
Part 2 -- Certification-Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be
issued to me) and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been
PAYER'S REQUEST FOR notified by the Internal Revenue Service (IRS) that I am
TAXPAYER IDENTIFICATION
NUMBER "TIN"
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out Item (2)
above if you have been notified by the IRS that you are
currently subject to backup withholding because of under
reporting interest or dividends on your tax return.
-------------------------------------------------------------
SIGNATURE: Part 3
Awaiting TIN / /
DATE:
- -----------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
Signature
--------------------------------------------------------------
Date
-----------------------------------------------------------------
<PAGE>
THE INFORMATION AGENT FOR THE EXCHANGE OFFER IS:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5000
or
(800) 322-2885
THE DEALER MANAGER FOR THE EXCHANGE OFFER IS:
BANCAMERICA ROBERTSON STEPHENS
555 California Street
Suite 2600
San Francisco, CA 94104
(800) 234-2663
Attn: Dan White
<PAGE>
EXHIBIT 99.3
CUSIP 912 325 AA5
U.S. OFFICE PRODUCTS COMPANY
OFFER TO EXCHANGE SHARES OF COMMON STOCK FOR
ALL OUTSTANDING 5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE
2001 AT A TEMPORARILY REDUCED CONVERSION PRICE
DATED MAY , 1998
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, MAY , 1998, UNLESS EXTENDED
- --------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is the Offering Circular/Prospectus dated
April , 1998 (as the same may be amended or supplemented from time to time,
the "Offering Circular/Prospectus") and related Letter of Transmittal and
instructions thereto (the "Letter of Transmittal" which, together with the
Offering Circular/Prospectus constitutes the "Exchange Offer") relating to the
offer by U.S. Office Products Company (the "Company") to exchange shares of
Common Stock for its outstanding 5 1/2% Subordinated Convertible Notes due
2001(the "Notes") at a temporarily reduced conversion price. Also enclosed is a
Tender Offer Statement dated __________, 1998 relating to the Company's offer to
purchase 37,037,037 shares of Common Stock (the "Equity Self-Tender").
The Notes are currently convertible into shares of Common Stock of the
Company at a rate of one share for each $19.00 principal amount of the Notes.
Pursuant to the terms of the Exchange Offer, Holders of Notes will be able to
exchange Notes for shares of Common Stock under the terms of the Exchange Offer
at a reduced price of $16.17 per share.
Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Offering Circular/Prospectus.
THIS MATERIAL RELATING TO THE EXCHANGE OFFER IS BEING FORWARDED TO YOU AS
THE BENEFICIAL OWNER OF NOTES CARRIED BY US FOR YOUR ACCOUNT OR BENEFIT BUT NOT
REGISTERED IN YOUR NAME. A TENDER FOR EXCHANGE OF ANY SUCH NOTES CAN BE MADE
ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO SURRENDER NOTES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender for
exchange any or all such Notes held by us for your account pursuant to the terms
and conditions set forth in the Offering Circular/ Prospectus and the Letter of
Transmittal. We urge you to read the Offering Circular/Prospectus and the Letter
of Transmittal carefully before instructing us to tender your Notes for
exchange.
Shares of Common Stock that you are entitled to receive upon exchange of
Notes in the Exchange Offer can be tendered into the Equity Self-Tender. You
should read carefully the information in the separate statement relating to the
Equity Self-Tender for shares of Common Stock. If you wish to tender all or a
portion of the shares of Common Stock you would receive upon exchange of the
Notes, please indicate on the attached instructions.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Notes on your behalf in accordance with the provisions of
the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City
time, on May , 1998, unless extended (the "Expiration Date").
<PAGE>
Your attention is directed to the following:
1. The Exchange Offer applies to all outstanding Notes.
2. Holders must tender their Notes on or prior to 5:00 p.m., New York City
time, May , 1998 in order to have their Notes exchanged at the reduced
conversion price.
3. Any transfer taxes incident to the exchange of Notes will be paid by the
Company, except as provided in the Offering Circular/Prospectus and the
instructions to the Letter of Transmittal.
4. The Exchange Offer is not being made to (nor will the tender of Notes for
exchange be accepted from or on behalf of) Holders in any jurisdiction in which
the making or acceptance of the Exchange Offer would not be in compliance with
the laws of such jurisdiction.
5. The exchange of such Notes for shares of Common Stock will be made as
promptly as practicable after valid receipt of the Notes and the Letter of
Transmittal by the Exchange Agent.
If you wish to have us tender any or all of the Notes held by us for your
account please so instruct us by completing, executing and returning to us the
instruction form that follows.
<PAGE>
INSTRUCTIONS REGARDING THE EXCHANGE OFFER WITH RESPECT TO THE
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2001
OF
U.S. OFFICE PRODUCTS COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
documents referred to therein relating to the Exchange Offer of U.S. Office
Products Company.
This will instruct you whether to tender for exchange the principal amount
of Notes indicated below held by you for the account of the undersigned pursuant
to the terms of and conditions set forth in the Offering Circular/Prospectus and
the Letter of Transmittal.
Box 1 / / Please tender for exchange the indicated Notes held by you
for my account.
Box 2 / / Please do not tender for exchange any Notes held by you for
my account.
Box 3 / / Please tender shares issuable upon exchange of Notes in the
Company's self-tender for shares, as follows:
Box 3.a / / Tender all shares issuable upon exchange of Notes
Box 3.b / / Tender only the following number of shares: ____________
Box 3.c / / Do not tender shares issuable upon exchange unless at
least the following number of shares will be
purchased: _____________________________________________
Date: ______ , 1998
____________________________________
Signature(s)
____________________________________
____________________________________
Please print name(s) here
Principal amount of Notes to Be Tendered for Exchange:
________________________________
________________________________________________________________________________
$ ________________ *
(must be in principal amounts equal to $1,000 or
________________________________________________________________________________
integral multiples thereof)
Please type or print address
________________________________
Area Code and Telephone Number
________________________________________________________________________________
Taxpayer Identification or
Social Security Number
________________________________________________________________________________
My Account Number with You
- ------------------------
* UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL
CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL NOTES OF SUCH
BENEFICIAL OWNER(S).
